Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (C) to the extent secured, have been secured by valid Liens that have been perfected. True and complete lists of all Loans as of March 31, 2022 and on a monthly basis thereafter, and of the investment portfolios of Professional as of such date, are disclosed on Section 3.3(n)(i) of the Company Disclosure Letter. (ii) Except as specifically set forth on Section 3.3(n)(ii) of the Company Disclosure Letter, neither Professional nor any of its Subsidiaries are a party to any Loan that was, as of the most recent month-end prior to the date of this Agreement, (A) delinquent by more than thirty (30) days in the payment of principal or interest, (B) to the Knowledge of Professional, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank or any Regulatory Authority having jurisdiction over Professional or any of its Subsidiaries, (D) an obligation of any director, executive officer or 10% shareholder of Professional or the Bank who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law. (iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws. (iv) None of the agreements pursuant to which Professional or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (v) Neither Professional nor any of its Subsidiaries are now nor have they ever been since January 1, 2016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 3 contracts
Samples: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Professional Holding Corp.)
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional Business Bank or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional Business Bank or any of its Subsidiaries and are were the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (C) to the extent secured, have been secured by valid Liens that have been perfected. True and complete lists of all Loans as of March 31June 30, 2022 2021 and on a monthly basis thereafter, and of the investment portfolios of Professional Business Bank as of such date, are disclosed on Section 3.3(n)(i) of the Company Disclosure Letter.
(ii) Except as specifically set forth on Section 3.3(n)(ii) of the Company Disclosure Letter, neither Professional Business Bank nor any of its Subsidiaries are Subsidiary is a party to any Loan that was, as of the most recent month-end prior to the date of this Agreement, (A) delinquent by more than thirty (30) days in the payment of principal or interest, (B) to the Knowledge of ProfessionalBusiness Bank, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Business Bank or any Regulatory Authority having jurisdiction over Professional Business Bank or any of its Subsidiaries, (D) an obligation of any director, executive officer or 10% shareholder of Professional Business Bank or the Bank who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional Business Bank or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional Business Bank and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional Business Bank or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional Business Bank nor any of its Subsidiaries are Subsidiary is now nor have they ever been since January 1, 2016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 2 contracts
Samples: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional Sabal Palm or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional Sabal Palm or any of its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (C) to the extent secured, have been secured by valid Liens that have been perfected. True and complete lists of all Loans as of March December 31, 2022 2020 and on a monthly basis thereafter, and of the investment portfolios of Professional Sabal Palm as of such date, are disclosed on Section 3.3(n)(i) of the Company Disclosure Letter.
(ii) Except as specifically set forth on Section 3.3(n)(ii) of the Company Disclosure Letter, neither Professional Sabal Palm nor any of its Subsidiaries are Subsidiary is a party to any Loan that was, as of the most recent month-end prior to the date of this Agreement, (A) delinquent by more than thirty (30) days in the payment of principal or interest, (B) to the Knowledge of ProfessionalSabal Palm, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank Sabal Palm or any Regulatory Authority having jurisdiction over Professional Sabal Palm or any of its Subsidiaries, (D) an obligation of any director, executive officer or 10% shareholder of Professional Sabal Palm or the Bank who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional Sabal Palm or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional Sabal Palm and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional Sabal Palm or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional Sabal Palm nor any of its Subsidiaries are Subsidiary is now nor have they ever been since January 1, 2016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 2 contracts
Samples: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, lines of credit, extensions of credit, credit enhancements, commitments, guarantees guarantees, loan participations, promissory notes, loan commitments and interest-bearing assets) (collectively, “Loans”) in which Professional Merchants or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of Merchants and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their termsterms (except in all cases as such enforceability may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (2) general equitable principles), (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and be, (C) to the extent secured, have been secured by valid Liens that have been perfected. perfected and (D) are not the subject of any written notice from an obligor asserting any defense, set-off or counterclaim with respect thereto that, if valid, would materially and adversely affect the value of the related Loan.
(ii) True and complete lists of all Loans as of March 31June 30, 2022 2016 and on a monthly basis thereafter, and of the investment portfolios of Professional Merchants and each of its Subsidiaries as of such date, are disclosed on in Section 3.3(n)(i3.2(n)(ii) of the Company Merchants Disclosure Letter.
(ii) . Except as specifically set forth on in Section 3.3(n)(ii3.2(n)(ii) of the Company Merchants Disclosure Letter, neither Professional Merchants nor any of its Subsidiaries are is a party to any Loan that wasthat, as of the most recent month-end prior to the date of this Agreement, (A) was delinquent by more than thirty (30) days in the payment of principal or and/or interest, (B) to the Knowledge of ProfessionalMerchants, was otherwise in material default for more than thirty (30) days, (C) was on non-accrual status or classified as “substandard,” “doubtful,” “loss,” “other assets especially specially mentioned,” “special mention,” “criticized,” “classified,” “watch list” or any comparable classification by the Bank Merchants or any of its Subsidiaries or any Regulatory Authority having jurisdiction over Professional Merchants or any of its Subsidiaries, (D) was an obligation of any director, executive officer or 10% shareholder five percent (5%) stockholder of Professional Merchants or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) was in violation of any Law within such Law’s statute of limitations period that materially and adversely affects the value of the Loan, (F) has had its respective terms to maturity accelerated or with respect to which Merchants or any Subsidiary of Merchants has notified the borrower of its intention to accelerate the Loan or declare a default, (G) has been terminated or amended by Merchants or any Subsidiary of Merchants during the past twelve (12) months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower (except for modifications and amendments contained in the loan file, true and complete copies of which have been made available to Community), (H) has a borrower, customer or other party to such Loan which has notified Merchants or any Subsidiary of Merchants during the past twelve (12) months of, or has asserted against Merchants, in writing, or to the Knowledge of Merchants, orally, any “lender liability” claim that, if valid, would materially and adversely affect the value of the Loan, (I) has, during the past two (2) years, had its interest rate terms reduced and/or the maturity dates extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms (except for reductions, extensions, modifications and amendments contained in the loan file, true and complete copies of which have been made available to Community), (J) in connection therewith, has a specific reserve allocation, or (K) was classified by Merchants as “other real estate owned,” including all other assets currently held that were acquired through foreclosure or in lieu of foreclosure (such Loans described in subsections (A) through (K), “Delinquent Loans”).
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional Merchants or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional Merchants and the Bank its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional Merchants or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan, and neither Merchants nor any of its Subsidiaries has received written notice of any pending claim for it to repurchase Loans or interests therein.
(v) Neither Professional Merchants nor any of its Subsidiaries are is now nor have they has it ever been since January 1December 31, 20162013, subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional GFHF or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of GFHF and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their termsterms (subject to the Bankruptcy and Equity Exception), (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (C) to the extent secured, have been secured by valid Liens that have been perfected. True and complete lists of all Loans as of March 31September 30, 2022 and on a monthly basis thereafter, 2016 and of the investment portfolios of Professional GFHF and each of its Subsidiaries as of such date, are disclosed on Section 3.3(n)(i3.1(n)(i) of the Company GFHF Disclosure LetterSchedule.
(ii) Except as specifically set forth on Section 3.3(n)(ii3.1(n)(ii) of the Company GFHF Disclosure LetterSchedule, neither Professional GFHF nor any of its Subsidiaries are is a party to any Loan that was, as of the most recent month-end prior to the date of this Agreement, (A) delinquent by more than thirty (30) days in the payment of principal or interest, (B) to the Knowledge of ProfessionalGFHF, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank GFHF or any of its Subsidiaries or any Regulatory Authority having jurisdiction over Professional GFHF or any of its Subsidiaries, (D) an obligation of any director, executive officer or 10% shareholder of Professional GFHF or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional GFHF or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional GFHF and the Bank its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional GFHF or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional GFHF nor any of its Subsidiaries are is now nor have they ever has it been since January 1December 31, 20162013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees discounts and interest-bearing assets) (collectively, “Loans”) financing leases in which Professional Holding or any of its Subsidiaries is the creditor lender reflected on the Holding Latest Balance Sheet were as of the date hereof, and with respect to the consolidated balance sheets delivered as of the dates subsequent to the execution of this Agreement will be as of the dates thereof, (Ai) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of Holding and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (Bii) are evidenced by genuine notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (Ciii) to the extent secured, have been secured secured, to its Knowledge, by valid Liens that have been perfected. True and complete Accurate lists of all Loans loans, discounts and financing leases as of March December 31, 2022 2013 and on a monthly basis thereafter, and of the investment portfolios of Professional Holding and each of its Subsidiaries as of such date, are disclosed on Section 3.3(n)(i) of have been and will be delivered to Seacoast concurrently with the Company Disclosure Letter.
(ii) . Except as specifically set forth on Section 3.3(n)(ii3.3(n) of the Company Disclosure Letter, neither Professional Holding nor any of its Subsidiaries are is a party to any Loan written or oral loan agreement, note or borrowing arrangement, including any loan guaranty, that was, as of the most recent month-end prior to the date of this Agreement, Agreement (Ai) delinquent by more than thirty (30) 30 days in the payment of principal or interest, (Bii) known by Holding or any of its Subsidiaries to the Knowledge of Professional, be otherwise in material default for more than thirty (30) 30 days, (Ciii) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank Holding or any of its Subsidiaries or any Regulatory Authority having jurisdiction over Professional Holding or any of its Subsidiaries, (Div) an obligation of any director, executive officer or 10% shareholder of Professional Holding or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (Ev) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional nor any of its Subsidiaries are now nor have they ever been since January 1, 2016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Samples: Merger Agreement (Seacoast Banking Corp of Florida)
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements discounts and financing leases (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional or any a member of its Subsidiaries Citizens' consolidated group is lessor) reflected on the creditor Latest Balance Sheet (Aa) were were, at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their termsconsolidated group, (Bb) are evidenced by genuine notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (Cc) to the extent secured, have been secured by valid Liens that liens and security interests which have been perfected, except (in the case of (c) above) for (x) such loans, discounts and financing leases for which specific reserves have been established as of June 30, 1995, and (y) such other loans, discounts and financing leases (the outstanding principal balances of which do not exceed in the aggregate $2,000,000) having material issues of collectibility for which specific reserves had not been established as of June 30, 1995. True and complete Accurate lists of all Loans loans, discounts and financing leases as of March 31, 2022 and on the date of the Latest Balance Sheet (or a monthly basis thereaftermore recent date), and of the investment portfolios of Professional each member of Citizens' consolidated group as of such date, are disclosed on Section 3.3(n)(i) of the Company Disclosure Letter.
(ii) have been delivered to Whitney. Except as specifically set forth noted on Section 3.3(n)(ii) the loan schedule attached to the Schedule of the Company Disclosure LetterExceptions, neither Professional nor any no member of its Subsidiaries are Citizens' consolidated group is a party to any Loan written or oral loan agreement, note or borrowing arrangement, including any loan guaranty, that was, as of the most recent month-end prior to the date of this Agreement, (Ai) delinquent by more than thirty (30) 30 days in the payment of principal or interest, (Bii) known by any member of Citizens' consolidated group to the Knowledge of Professional, be otherwise in material default for more than thirty (30) 30 days, (Ciii) classified as “"substandard,” “" "doubtful,” “" "loss,” “" "other assets especially mentioned” " or any comparable classification by any member of Citizens' consolidated group, the Bank OCC or any Regulatory Authority having jurisdiction over Professional or any of its Subsidiariesthe FDIC, (Div) an obligation of any director, executive officer or 10% shareholder of Professional or the Bank any member of Citizens' consolidated group who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing, or (Ev) in violation of any Lawlaw, regulation or rule of any governmental authority, other than those that are immaterial in amount.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional nor any of its Subsidiaries are now nor have they ever been since January 1, 2016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, lines of credit, extensions of credit, credit enhancements, commitments, guarantees guarantees, loan participations, promissory notes, loan commitments and interest-bearing assets) (collectively, “Loans”) in which Professional Steuben or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of Steuben and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their termsterms (except in all cases as such enforceability may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (2) general equitable principles), (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and be, (C) to the extent secured, have been secured by valid Liens that have been perfected. perfected and (D) are not the subject of any written notice from an obligor asserting any defense, set-off or counterclaim with respect thereto that, if valid, would materially and adversely affect the value of the related Loan.
(ii) True and complete lists of all Loans as of March 31September 30, 2022 and on a monthly basis thereafter2019, and of the investment portfolios of Professional Steuben and each of its Subsidiaries as of such date, are disclosed on in Section 3.3(n)(i3.2(n)(ii) of the Company Steuben Disclosure Letter.
(ii) . Except as specifically set forth on in Section 3.3(n)(ii3.2(n)(ii) of the Company Steuben Disclosure Letter, neither Professional Steuben nor any of its Subsidiaries are is a party to any Loan that wasthat, as of the most recent month-end prior to the date of this Agreement, (A) was delinquent by more than thirty (30) days in the payment of principal or and/or interest, (B) to the Knowledge of ProfessionalSteuben, was otherwise in material default for more than thirty (30) days, (C) was on non-accrual status or classified as “substandard,” “doubtful,” “loss,” “other assets especially specially mentioned,” “special mention,” “criticized,” “classified,” “watch list” or any comparable classification by the Bank Steuben or any of its Subsidiaries or any Regulatory Authority having jurisdiction over Professional Steuben or any of its Subsidiaries, (D) was an obligation of any director, executive officer or 10% five percent (5%) shareholder of Professional Steuben or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) was in violation of any Law, (F) has had its respective terms to maturity accelerated or with respect to which Steuben or any Subsidiary of Steuben has notified the borrower of its intention to accelerate the Loan or declare a default, (G) has been terminated or amended by Steuben or any Subsidiary of Steuben during the past twelve (12) months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower (except for modifications and amendments contained in the loan file, true and complete copies of which have been made available to Community), (H) has a borrower, customer or other party to such Loan which has notified Steuben or any Subsidiary of Steuben during the past twelve (12) months of, or has asserted against Steuben, in writing, or to the Knowledge of Steuben, orally, any “lender liability” or similar claim that, if valid, would materially and adversely affect the value of the Loan, (I) has, during the past two (2) years, had its interest rate terms reduced and/or the maturity dates extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms (except for reductions, extensions, modifications and amendments contained in the loan file, true and complete copies of which have been made available to Community), (J) in connection therewith, has a specific reserve allocation, or (K) was classified by Steuben as “other real estate owned,” including all other assets currently held that were acquired through foreclosure or in lieu of foreclosure (such Loans described in clauses (A) through (K), “Delinquent Loans”).
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional Steuben or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional Steuben and the Bank its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional Steuben or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan, and neither Steuben nor any of its Subsidiaries has received written notice of any pending claim for it to repurchase Loans or interests therein.
(v) Neither Professional Steuben nor any of its Subsidiaries are is now nor have they has it ever been since January 1December 31, 2016, subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, lines of credit, extensions of credit, credit enhancements, commitments, guarantees guarantees, loan participations, promissory notes, loan commitments and interest-bearing assets) (collectively, “Loans”) in which Professional Elmira or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of Elmira and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and be, (C) to the extent secured, have been secured by valid Liens that have been perfected. perfected and (D) are not the subject of any written notice from an obligor asserting any defense, set-off or counterclaim with respect thereto.
(ii) True and complete lists of all Loans as of March August 31, 2022 and on a monthly basis thereafter2021, and of the investment portfolios of Professional Elmira and each of its Subsidiaries as of such date, are disclosed on in Section 3.3(n)(i3.2(o)(ii) of the Company Elmira Disclosure Letter.
(ii) . Except as specifically set forth on in Section 3.3(n)(ii3.2(o)(ii) of the Company Elmira Disclosure Letter, neither Professional Elmira nor any of its Subsidiaries are is a party to any Loan that wasthat, as of the most recent month-end prior to the date of this Agreement, (A) was delinquent by more than thirty (30) days in the payment of principal or and/or interest, (B) to the Knowledge of ProfessionalElmira, was otherwise in material default for more than thirty (30) days, (C) was on non-accrual status or classified as “substandard,” “doubtful,” “loss,” “other assets especially specially mentioned,” “special mention,” “criticized,” “classified,” “watch list” or any comparable classification by the Bank or any Regulatory Authority having jurisdiction over Professional or any of its Subsidiariesclassification, (D) was an obligation of any director, executive officer or 10% five percent (5%) shareholder of Professional Elmira or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) was in material violation of any Law, (F) has had its respective terms to maturity accelerated or with respect to which Elmira or any Subsidiary of Elmira has notified the borrower of its intention to accelerate the Loan or declare a default, (G) has been terminated or amended by Elmira or any Subsidiary of Elmira during the past twelve (12) months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (H) has a borrower, customer or other party to such Loan which has notified Elmira or any Subsidiary of Elmira during the past twelve (12) months of, or has asserted against Elmira, orally or in writing, any “lender liability” or similar claim, (I) has, during the past two (2) years, had its interest rate terms reduced and/or the maturity dates extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (J) in connection therewith, has a specific reserve allocation, or (K) was classified by Elmira as “other real estate owned,” including all other assets currently held that were acquired through foreclosure or in lieu of foreclosure (such Loans described in clauses (A) through (K), “Delinquent Loans”).
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional Elmira or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional Elmira and the Bank its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional Elmira or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan, and neither Elmira nor any of its Subsidiaries has received written notice of any pending claim for it to repurchase Loans or interests therein.
(v) Neither Professional Elmira nor any of its Subsidiaries are is now nor have they has it ever been since January 1December 31, 20162018, subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional or any of its Subsidiaries the Company is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of its Subsidiaries the Company and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their termsterms (except in all cases as such enforceability may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other Laws affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (2) the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought), (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (C) to the extent secured, have been secured by valid Liens that have been perfected. True and complete lists of all Loans as of March 31June 30, 2022 2019 and on a monthly basis thereafter, and of the investment portfolios of Professional the Company as of such date, are disclosed on in Section 3.3(n)(i) of the Company Disclosure Letter.
(ii) Except as specifically set forth on in Section 3.3(n)(ii) of the Company Disclosure Letter, neither Professional nor any of its Subsidiaries are the Company is not a party to any Loan that was, as of the most recent month-end prior to the date of this Agreement, (A) delinquent by more than thirty (30) days in the payment of principal or interest, (B) to the Knowledge of Professionalthe Company, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank Company or any Regulatory Authority having jurisdiction over Professional or any of its Subsidiariesthe Company, (D) an obligation of any director, executive officer or 10% shareholder of Professional or the Bank Company who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional or any of its Subsidiaries the Company is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional and the Bank Company (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional or any of its Subsidiaries the Company has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional nor any of its Subsidiaries are The Company is not now nor have they has it ever been since January 1, 20162015, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Samples: Merger Agreement (Seacoast Banking Corp of Florida)
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, lines of credit, extensions of credit, credit enhancements, commitments, guarantees guarantees, loan participations, promissory notes, loan commitments and interest-bearing assets) (collectively, “Loans”) in which Professional Kinderhook or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of Kinderhook and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and be, (C) to the extent secured, have been secured by valid Liens that have been perfected. perfected and (D) are not the subject of any written notice from an obligor asserting any defense, set-off or counterclaim with respect thereto.
(ii) True and complete lists of all Loans as of March December 31, 2022 2018 and on a monthly basis thereafter, and of the investment portfolios of Professional Kinderhook and each of its Subsidiaries as of such date, are disclosed on in Section 3.3(n)(i3.2(n)(ii) of the Company Kinderhook Disclosure Letter.
(ii) . Except as specifically set forth on in Section 3.3(n)(ii3.2(n)(ii) of the Company Kinderhook Disclosure Letter, neither Professional Kinderhook nor any of its Subsidiaries are is a party to any Loan that wasthat, as of the most recent month-end prior to the date of this Agreement, (A) was delinquent by more than thirty (30) days in the payment of principal or and/or interest, (B) to the Knowledge of Professional, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank or any Regulatory Authority having jurisdiction over Professional or any of its Subsidiaries, (D) an obligation of any director, executive officer or 10% shareholder of Professional or the Bank who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional nor any of its Subsidiaries are now nor have they ever been since January 1, 2016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Samples: Merger Agreement
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional Holdings or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of Holdings and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (C) to the extent secured, have been secured by valid Liens that have been perfected. .
(ii) True and complete lists of all Loans as of March 31September 30, 2022 2015 and on a monthly basis thereafter, and of the investment portfolios of Professional Holdings and each of its Subsidiaries as of such date, are disclosed on Section 3.3(n)(i3.2(n)(ii) of the Company Disclosure Letter.
(ii) . Except as specifically set forth on Section 3.3(n)(ii3.2(n)(ii) of the Company Disclosure Letter, neither Professional Holdings nor any of its Subsidiaries are is a party to any Loan that was, as of the most recent month-end prior to the date of this Agreement, (A) delinquent by more than thirty (30) days in the payment of principal or interest, (B) to the Knowledge of ProfessionalHoldings, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank Holdings or any of its Subsidiaries or any Regulatory Authority having jurisdiction over Professional Holdings or any of its Subsidiaries, (D) an obligation of any director, executive officer or 10% shareholder of Professional Holdings or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional Holdings or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional Holdings and the Bank its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional Holdings or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional Holdings nor any of its Subsidiaries are is now nor have they has it ever been since January 1December 31, 20162012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Samples: Merger Agreement (Seacoast Banking Corp of Florida)
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional PBHC or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of PBHC and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their termsterms (subject to the Bankruptcy and Equity Exception), (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (C) to the extent secured, have been secured by valid Liens that have been perfected. True and complete lists of all Loans as of March 31, 2022 2016 and on a monthly basis thereafter, and of the investment portfolios of Professional PBHC and each of its Subsidiaries as of such date, are disclosed on Section 3.3(n)(i3.1(n)(i) of the Company PBHC Disclosure LetterSchedule.
(ii) Except as specifically set forth on Section 3.3(n)(ii3.1(n)(ii) of the Company PBHC Disclosure LetterSchedule, neither Professional PBHC nor any of its Subsidiaries are is a party to any Loan that was, as of the most recent month-end prior to the date of this Agreement, (A) delinquent by more than thirty (30) days in the payment of principal or interest, (B) to the Knowledge of ProfessionalPBHC, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank PBHC or any of its Subsidiaries or any Regulatory Authority having jurisdiction over Professional PBHC or any of its Subsidiaries, (D) an obligation of any director, executive officer or 10% shareholder of Professional PBHC or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional PBHC or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional PBHC and the Bank its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional PBHC or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional PBHC nor any of its Subsidiaries are is now nor have they ever has it been since January 1December 31, 20162013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional Apollo or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional Apollo or any of its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (C) to the extent secured, have been secured by valid Liens that have been perfected. True and complete lists of all Loans as of March December 31, 2022 2021 and on a monthly basis thereafter, and of the investment portfolios of Professional Apollo as of such date, are disclosed on Section 3.3(n)(i) of the Company Disclosure Letter.
(ii) Except as specifically set forth on Section 3.3(n)(ii) of the Company Disclosure Letter, neither Professional Apollo nor any of its Subsidiaries are Subsidiary is a party to any Loan that was, as of the most recent month-end prior to the date of this Agreement, (A) delinquent by more than thirty (30) days in the payment of principal or interest, (B) to the Knowledge of ProfessionalApollo, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank Apollo or any Regulatory Authority having jurisdiction over Professional Apollo or any of its Subsidiaries, (D) an obligation of any director, executive officer or 10% shareholder of Professional Apollo or the Bank who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional Apollo or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional Apollo and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional Apollo or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional Apollo nor any of its Subsidiaries are Subsidiary is now nor have they ever been since January 1, 20162017, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Samples: Merger Agreement (Seacoast Banking Corp of Florida)
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees discounts and interest-bearing assets) (collectively, “Loans”) financing leases in which Professional the Company or any of its Subsidiaries is a lessor reflected on the creditor Company Latest Balance Sheet were as of the date hereof, and with respect to the consolidated balance sheets delivered as of the dates subsequent to the execution of this Agreement will be as of the dates thereof, (Ai) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of the Company and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (Bii) are evidenced by genuine notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (Ciii) to the extent secured, have been secured secured, to the Company’s Knowledge, by valid Liens that have been perfected. True and complete Accurate lists of all Loans loans, discounts and financing leases as of March December 31, 2022 2006, and on a monthly basis thereafter, and of the investment portfolios of Professional the Company and each of its Subsidiaries as of such date, are disclosed on Section 3.3(n)(i) of have been and will be delivered to Parent concurrently with the Company Disclosure Letter.
(ii) . Except as specifically set forth on Section 3.3(n)(ii3.3(n) of the Company Disclosure Letter, neither Professional the Company nor any of its Subsidiaries are is a party to any Loan written or oral loan agreement, note or borrowing arrangement, including any loan guaranty, that was, as of the most recent month-end prior to the date of this Agreement, Agreement (Ai) delinquent by more than thirty (30) 30 days in the payment of principal or interest, (Bii) to the Knowledge of ProfessionalCompany’s Knowledge, otherwise in material default for more than thirty (30) 30 days, (Ciii) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank Company or any of its Subsidiaries or any Regulatory Authority having jurisdiction over Professional the Company or any of its Subsidiaries, (Div) an obligation of any director, executive officer or 10% shareholder of Professional the Company or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (Ev) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional nor any of its Subsidiaries are now nor have they ever been since January 1, 2016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, lines of credit, extensions of credit, credit enhancements, commitments, guarantees guarantees, loan participations, promissory notes, loan commitments and interest-bearing assets) (collectively, “"Loans”") in which Professional Merchants or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of Merchants and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their termsterms (except in all cases as such enforceability may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other Laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and (2) general equitable principles), (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and be, (C) to the extent secured, have been secured by valid Liens that have been perfected. perfected and (D) are not the subject of any written notice from an obligor asserting any defense, set-off or counterclaim with respect thereto that, if valid, would materially and adversely affect the value of the related Loan.
(ii) True and complete lists of all Loans as of March 31June 30, 2022 2016 and on a monthly basis thereafter, and of the investment portfolios of Professional Merchants and each of its Subsidiaries as of such date, are disclosed on in Section 3.3(n)(i3.2(n)(ii) of the Company Merchants Disclosure Letter.
(ii) . Except as specifically set forth on in Section 3.3(n)(ii3.2(n)(ii) of the Company Merchants Disclosure Letter, neither Professional Merchants nor any of its Subsidiaries are is a party to any Loan that wasthat, as of the most recent month-end prior to the date of this Agreement, (A) was delinquent by more than thirty (30) days in the payment of principal or and/or interest, (B) to the Knowledge of ProfessionalMerchants, was otherwise in material default for more than thirty (30) days, (C) was on nonaccrual status or classified as “"substandard,” “" "doubtful,” “" "loss,” “" "other assets especially specially mentioned” ," "special mention," "criticized," "classified," "watch list" or any comparable classification by the Bank Merchants or any of its Subsidiaries or any Regulatory Authority having jurisdiction over Professional Merchants or any of its Subsidiaries, (D) was an obligation of any director, executive officer or 10% shareholder five percent (5%) stockholder of Professional Merchants or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) was in violation of any Law within such Law's statute of limitations period that materially and adversely affects the value of the Loan, (F) has had its respective terms to maturity accelerated or with respect to which Merchants or any Subsidiary of Merchants has notified the borrower of its intention to accelerate the Loan or declare a default, (G) has been terminated or amended by Merchants or any Subsidiary of Merchants during the past twelve (12) months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower (except for modifications and amendments contained in the loan file, true and complete copies of which have been made available to Community), (H) has a borrower, customer or other party to such Loan which has notified Merchants or any Subsidiary of Merchants during the past twelve (12) months of, or has asserted against Merchants, in writing, or to the Knowledge of Merchants, orally, any "lender liability" claim that, if valid, would materially and adversely affect the value of the Loan, (I) has, during the past two (2) years, had its interest rate terms reduced and/or the maturity dates extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms (except for reductions, extensions, modifications and amendments contained in the loan file, true and complete copies of which have been made available to Community), (J) in connection therewith, has a specific reserve allocation, or (K) was classified by Merchants as "other real estate owned," including all other assets currently held that were acquired through foreclosure or in lieu of foreclosure (such Loans described in subsections (A) through (K), "Delinquent Loans").
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional Merchants or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional Merchants and the Bank its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional Merchants or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan, and neither Merchants nor any of its Subsidiaries has received written notice of any pending claim for it to repurchase Loans or interests therein.
(v) Neither Professional Merchants nor any of its Subsidiaries are is now nor have they has it ever been since January 1December 31, 20162013, subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional Dxxxxxxx or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional Dxxxxxxx or any of its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (C) to the extent secured, have been secured by valid Liens that have been perfected. True and complete lists of all Loans as of March December 31, 2022 2021 and on a monthly basis thereafter, and of the investment portfolios of Professional Dxxxxxxx as of such date, are disclosed on Section 3.3(n)(i) of the Company Disclosure Letter.
(ii) Except as specifically set forth on Section 3.3(n)(ii) of the Company Disclosure Letter, neither Professional Dxxxxxxx nor any of its Subsidiaries are Subsidiary is a party to any Loan that was, as of the most recent month-end prior to the date of this Agreement, (A) delinquent by more than thirty (30) days in the payment of principal or interest, (B) to the Knowledge of ProfessionalDxxxxxxx, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank Dxxxxxxx or any Regulatory Authority having jurisdiction over Professional Dxxxxxxx or any of its Subsidiaries, (D) an obligation of any director, executive officer or 10% shareholder of Professional Dxxxxxxx or the Bank who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional Dxxxxxxx or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional Dxxxxxxx and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional Dxxxxxxx or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional Dxxxxxxx nor any of its Subsidiaries are Subsidiary is now nor have they ever been since January 1, 2016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Samples: Merger Agreement (Seacoast Banking Corp of Florida)
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Professional NorthStar or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional NorthStar or any of its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (C) to the extent secured, have been secured by valid Liens that have been perfected. True and complete lists of all Loans as of March 31April 30, 2022 2017 and on a monthly basis thereafter, and of the investment portfolios of Professional NorthStar as of such date, are disclosed on Section 3.3(n)(i) of the Company Disclosure Letter.
(ii) Except as specifically set forth on Section 3.3(n)(ii) of the Company Disclosure Letter, neither Professional NorthStar nor any of its Subsidiaries are Subsidiary is a party to any Loan that was, as of the most recent month-end prior to the date of this Agreement, (A) delinquent by more than thirty (30) days in the payment of principal or interest, (B) to the Knowledge of ProfessionalNorthStar, otherwise in material default for more than thirty (30) days, (C) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank NorthStar or any Regulatory Authority having jurisdiction over Professional NorthStar or any of its Subsidiaries, (D) an obligation of any director, executive officer or 10% shareholder of Professional NorthStar or the Bank who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional NorthStar or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional NorthStar and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional NorthStar or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional NorthStar nor any of its Subsidiaries are Subsidiary is now nor have they ever been since January 1December 31, 20162013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, lines of credit, extensions of credit, credit enhancements, commitments, guarantees guarantees, loan participations, promissory notes, loan commitments and interest-bearing assets) (collectively, “Loans”) in which Professional Kinderhook or any of its Subsidiaries is the creditor (A) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of Kinderhook and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (B) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and be, (C) to the extent secured, have been secured by valid Liens that have been perfected. perfected and (D) are not the subject of any written notice from an obligor asserting any defense, set-off or counterclaim with respect thereto.
(ii) True and complete lists of all Loans as of March December 31, 2022 2018 and on a monthly basis thereafter, and of the investment portfolios of Professional Kinderhook and each of its Subsidiaries as of such date, are disclosed on in Section 3.3(n)(i3.2(n)(ii) of the Company Kinderhook Disclosure Letter.
(ii) . Except as specifically set forth on in Section 3.3(n)(ii3.2(n)(ii) of the Company Kinderhook Disclosure Letter, neither Professional Kinderhook nor any of its Subsidiaries are is a party to any Loan that wasthat, as of the most recent month-end prior to the date of this Agreement, (A) was delinquent by more than thirty (30) days in the payment of principal or and/or interest, (B) to the Knowledge of ProfessionalKinderhook, was otherwise in material default for more than thirty (30) days, (C) was on non accrual status or classified as “substandard,” “doubtful,” “loss,” “other assets especially specially mentioned,” “special mention,” “criticized,” “classified,” “watch list” or any comparable classification by the Bank or any Regulatory Authority having jurisdiction over Professional or any of its Subsidiariesclassification, (D) was an obligation of any director, executive officer or 10% five percent (5%) shareholder of Professional Kinderhook or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (E) was in violation of any Law, (F) has had its respective terms to maturity accelerated or with respect to which Kinderhook or any Subsidiary of Kinderhook has notified the borrower of its intention to accelerate the Loan or declare a default, (G) has been terminated or amended by Kinderhook or any Subsidiary of Kinderhook during the past twelve (12) months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (H) has a borrower, customer or other party to such Loan which has notified Kinderhook or any Subsidiary of Kinderhook during the past twelve (12) months of, or has asserted against Kinderhook, orally or in writing, any “lender liability” or similar claim, (I) has, during the past two (2) years, had its interest rate terms reduced and/or the maturity dates extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (J) in connection therewith, has a specific reserve allocation, or (K) was classified by Kinderhook as “other real estate owned,” including all other assets currently held that were acquired through foreclosure or in lieu of foreclosure (such Loans described in clauses (A) through (K), “Delinquent Loans”).
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional Kinderhook or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional Kinderhook and the Bank its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional Kinderhook or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan, and neither Kinderhook nor any of its Subsidiaries has received written notice of any pending claim for it to repurchase Loans or interests therein.
(v) Neither Professional Kinderhook nor any of its Subsidiaries are is now nor have they has it ever been since January 1December 31, 20162015, subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Loan and Investment Portfolios. (i) All loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees discounts and interest-bearing assets) (collectively, “Loans”) financing leases in which Professional Holding or any of its Subsidiaries is the creditor lender reflected on the Holding Latest Balance Sheet were as of the date hereof, and with respect to the consolidated balance sheets delivered as of the dates subsequent to the execution of this Agreement will be as of the dates thereof, (Ai) were at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business of Professional or any of Holding and its Subsidiaries and are the legal, valid and binding obligations of the obligors thereof, enforceable in accordance with their terms, (Bii) are evidenced by genuine notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be and (Ciii) to the extent secured, have been secured secured, to the Knowledge of Holding, by valid Liens that have been perfected. True and complete Accurate lists of all Loans loans, discounts and financing leases as of March December 31, 2022 2014 and on a monthly basis thereafter, and of the investment portfolios of Professional Holding and each of its Subsidiaries as of such date, are disclosed on Section 3.3(n)(i) of have been and will be delivered to Seacoast concurrently with the Company Disclosure Letter.
(ii) . Except as specifically set forth on Section 3.3(n)(ii3.3(n) of the Company Disclosure Letter, neither Professional Holding nor any of its Subsidiaries are is a party to any Loan written or oral loan agreement, note or borrowing arrangement, including any loan guaranty, that was, as of the most recent month-end prior to the date of this Agreement, Agreement (Ai) delinquent by more than thirty (30) 30 days in the payment of principal or interest, (Bii) known by Holding or any of its Subsidiaries to the Knowledge of Professional, be otherwise in material default for more than thirty (30) 30 days, (Ciii) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by the Bank Holding or any of its Subsidiaries or any Regulatory Authority having jurisdiction over Professional Holding or any of its Subsidiaries, (Div) an obligation of any director, executive officer or 10% shareholder of Professional Holding or the Bank any of its Subsidiaries who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any Person controlling, controlled by or under common control with any of the foregoing, or (Ev) in violation of any Law.
(iii) Each outstanding Loan (including Loans held for resale to investors) in which Professional or any of its Subsidiaries is the creditor was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant loan or other similar files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Professional and the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local Laws.
(iv) None of the agreements pursuant to which Professional or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(v) Neither Professional nor any of its Subsidiaries are now nor have they ever been since January 1, 2016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
